[Federal Register Volume 61, Number 203 (Friday, October 18, 1996)]
[Notices]
[Pages 54475-54476]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-26716]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37806; File No. SR-GSCC-96-10]
Self-Regulatory Organizations; Government Securities Clearing
Corporation; Notice of Filing and Immediate Effectiveness of a Proposed
Rule Change Relating to Substitution of Officer Titles
October 10, 1996.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on September 19, 1996, the
Government Securities Clearing Corporation (``GSCC'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change as described in Items I, II, and III below, which items have
been prepared primarily by GSCC. On September 30, 1996, GSCC filed an
amendment to the proposed rule change.\2\ The Commission is publishing
this notice to solicit comments on the proposed rule change from
interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1) (1988).
\2\ Letter from Karen Walraven, Vice President and Associate
Counsel, GSCC, to Jerry W. Carpenter, Assistant Director, Division
of Market Regulation, Commission (September 27, 1996).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The proposed rule change will revise GSCC's by-laws and rules to
replace the titles of ``First Vice President,'' ``Senior Vice
President,'' and ``Executive Vice President'' with the new title of
``Managing Director.''
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, GSCC included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. GSCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of such
statements.\3\
---------------------------------------------------------------------------
\3\ The Commission has modified such summaries.
---------------------------------------------------------------------------
(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In order to conform GSCC's management structure with that of its
members, GSCC has created a new title, ``Managing Director,'' in lieu
of the titles ``First Vice President,'' ``Senior Vice President,'' and
``Executive Vice President.'' The purpose of this rule change is to
modify GSCC's rules and by-laws to accommodate this change. Article
III, Section 3.1 of GSCC's by-laws is being amended to establish the
position of Managing Director as an officer of GSCC. Similarly, the
definition of ``Officer of the Corporation'' contained in Rule 1 is
being amended to replace First Vice President, Executive Vice
President, and Senior Vice President with Managing Director. Article
III, Section 3.5, which describes the powers and duties of Vice
Presidents, is being revised to establish the powers and duties in
Managing Directors that currently exists in Vice Presidents.\4\ Article
I, Sections 1.2 and 1.8 and Article V, Section 5.1 of the by-laws are
being revised to permit Managing Directors, rather than Vice
Presidents, to call special meetings, to serve as presiding officers of
meetings, and to sign GSCC's share certificates.
---------------------------------------------------------------------------
\4\ In the absence or inability of the President to act, Section
3.5 is amended to replace Vice President with Managing Director as
that officer who is to act in place of the President.
---------------------------------------------------------------------------
GSCC's rules are being amended to authorize Managing Directors to
act in those instances where First Vice Presidents, Senior Vice
Presidents, or Executive Vice Presidents were formerly authorized to
take certain actions. Specifically, Rule 22, Suspension of Rules, is
being amended to allow any officer having a rank of Managing Director
or higher, instead of any officer to extend, waive, or suspend time
requirements fixed by GSCC's rules.\5\ Rule 23, Action by the
Corporation, is being revised to allow only officers having a rank of
Managing Directors or higher to act for GSCC.
---------------------------------------------------------------------------
\5\ Pursuant to the definition of officer of GSCC, the positions
of Chairman of the Board, Vice Chairman of the Board, and President
have a higher rank than Managing Director.
---------------------------------------------------------------------------
The proposed rule change is consistent with the requirements of
Section 17A of the Act \6\ in that it makes technical modifications to
GSCC's by-laws and rules so that they coincide with GSCC's new internal
management structure.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78q-1 (1988).
---------------------------------------------------------------------------
(B) Self-Regulatory Organization's Statement on Burden on Competition
GSCC does not believe that the proposed rule change will impact or
impose a burden on competition.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants, or Others
Written comments relating to the proposed rule change have not yet
been solicited or received. Members will be notified of the rule change
filing and comments will be solicited by an Important Notice. GSCC will
notify the Commission of any written comments received by it.
III. Date of Effectiveness of the Proposed Rule Change and Timing
for Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(iii) of the Act \7\ and Rule 19b-4(e)(3) \8\ thereunder in
that the proposed rule change is concerned solely with the
administration of GSCC. At any time within sixty days after the filing
of such rule change, the Commission may summarily abrogate such rule
change if it appears to the Commission that such action is
[[Page 54476]]
necessary or appropriate in the public interest, for the protection of
investors, or otherwise in furtherance of the purposes of the Act.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78s(b)(3)(A)(iii) (1988).
\8\ 17 CFR 240.19b-4(e)(3) (1996).
---------------------------------------------------------------------------
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street N.W., Washington, D.C. 20549.
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for inspection and copying in the
Commission's Public Reference Section, 450 Fifth Street N.W.,
Washington, D.C. 20549. Copies of such filing will also be available
for inspection and copying at the principal office of GSCC. All
submissions should refer to File No. SR-GSCC-96-10 and should be
submitted by November 8, 1996.
For the Commission by the Division of Market Regulation,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-26716 Filed 10-17-96; 8:45 am]
BILLING CODE 8010-01-M
